-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S1O+uKZCB/zp3B57GumG48HpPDDHbydl7IO19x9NJ3YGdXLTx2olE7VpddJellKq 5maMJUKeiGDxPYu0CBLPjA== 0000950138-04-000442.txt : 20040628 0000950138-04-000442.hdr.sgml : 20040628 20040628162726 ACCESSION NUMBER: 0000950138-04-000442 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040628 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNES & NOBLE INC CENTRAL INDEX KEY: 0000890491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 061196501 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12302 FILM NUMBER: 04885227 BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2126333300 MAIL ADDRESS: STREET 1: 122 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 8-K 1 june28_8-k.txt B&N\2004\JUNE 28 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2004 BARNES & NOBLE, INC. (Exact name of Registrant as Specified in its Charter) Delaware (State or other Jurisdiction of Incorporation) 1-12302 06-1196501 ------------------------ ------------------- (Commission File Number) (IRS Employer Identification No.) 122 Fifth Avenue, New York, NY 10011 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (212) 633-3300 -------------- ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ---------------------------------------- Item 5. Other Events and Required FD Disclosure. On June 28, 2004, Barnes & Noble, Inc. (the "Company") completed the redemption (the "Redemption") of its 5.25% Convertible Subordinated Notes due 2009 in the aggregate principal amount of $300,000,000 (the "Securities"). Holders of the Securities chose to convert a total of $17,746,000 principal amount of the Securities into 545,821 shares of the Company's common stock, plus cash in lieu of fractional shares, at a price of $32.512 per share. The Company is redeeming the balance of $282,254,000 principal amount of the Securities at an aggregate redemption price, together with accrued interest and redemption premium, of $294,961,310.29. A press release with respect to the completion of the Redemption is filed as exhibit 99.1 to this report. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press Release of Barnes & Noble, Inc., dated June 28, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BARNES & NOBLE, INC. (Registrant) By:/s/ Joseph J. Lombardi --------------------------------- Joseph J. Lombardi Chief Financial Officer Date: June 28, 2004 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press Release of Barnes & Noble, Inc., dated June 28, 2004. EX-99 2 ex99-1_pressrelease.txt EX 99-1-PRESS RELEASE Exhibit 99.1 BARNES & NOBLE BOOKSELLERS FOR IMMEDIATE RELEASE Media Contact: Investor Contacts: -------------- ------------------ Mary Ellen Keating Joseph J. Lombardi Senior Vice President Chief Financial Officer Corporate Communications Barnes & Noble, Inc. Barnes & Noble, Inc. (212) 633-3215 (212) 633-3323 OR Larry S. Zilavy Executive Vice President Corporate Finance & Strategic Planning Barnes & Noble, Inc (212) 633-3336 BARNES & NOBLE TODAY COMPLETED THE REDEMPTION OF ITS $300 MILLION 5.25% CONVERTIBLE SUBORDINATED NOTES NEW YORK, NY (June 28, 2004)-BARNES & NOBLE, INC. (NYSE: BKS), the world's largest bookseller, announced today that it has completed the redemption of its $300 million 5.25% convertible subordinated notes due 2009. Holders of the notes chose to convert a total of $17.746 million principal amount of the notes into 545,821 shares of common stock of Barnes & Noble, Inc., plus cash in lieu of fractional shares, at a price of $32.512 per share. Barnes & Noble, Inc. is redeeming the balance of $282.254 million principal amount of the notes at an aggregate redemption price, together with accrued interest and redemption premium, of $294.9613 million. ABOUT BARNES & NOBLE, INC. Barnes & Noble, Inc. (NYSE: BKS) is the world's largest bookseller, operating 653 Barnes & Noble stores in 49 states. It also operates 188 B. Dalton Bookseller stores, primarily in regional shopping malls. The company offers titles from more than 50,000 publisher imprints, including thousands of small, independent publishers and university presses. It conducts its e-commerce business through Barnes & Noble.com (http://www.bn.com). Barnes & Noble also has approximately a 63% interest in GameStop (NYSE: GME), the nation's largest video game and entertainment software specialty retailer with 1,603 stores. General financial information on Barnes & Noble, Inc. can be obtained via the Internet by visiting the company's corporate Web site: http://www.barnesandnobleinc.com/financials. - more - Page 2 SAFE HARBOR This press release contains "forward-looking statements." Barnes & Noble is including this statement for the express purpose of availing itself of the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements. These forward-looking statements are based on currently available information and represent the beliefs of the management of the company. These statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, but are not limited to, general economic and market conditions, decreased consumer demand for the company's products, possible disruptions in the company's computer or telephone systems, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible disruptions or delays in the opening of new stores or the inability to obtain suitable sites for new stores, higher than anticipated store closing or relocation costs, higher interest rates, the performance of the company's online and other initiatives, the successful integration of acquired businesses, unanticipated increases in merchandise or occupancy costs, unanticipated adverse litigation results or effects, product shortages, and other factors which may be outside of the company's control. Please refer to the company's annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of these and other risks that could cause results to differ materially. # # # -----END PRIVACY-ENHANCED MESSAGE-----